Adopted 2/26/05, Amended 5/6/2006
BYLAWS
OF
UNITARIAN UNIVERSALIST LEGISLATIVE MINISTRY, CALIFORNIA
ARTICLE I: NAME AND CORPORATE SEAL
1. The name of the corporation is the Unitarian Universalist Legislative Ministry,
California
2. The corporate seal shall be round with the official name and date of
incorporation of the organization, as follows:
The Unitarian Universalist Legislative Ministry, California
Corporate Seal, California 2002.
ARTICLE 2: PURPOSE OF THE ORGANIZATION
1. Purpose. The organization’s corporate powers and resources will be for
charitable and educational purposes. Specifically the Ministry will:

Educate California Unitarian Universalists and other interested members
of the public about the state and federal legislative process, and methods
of advocacy and options for action;

Provide outreach and education to California Unitarian Universalists and
the public in general about Unitarian Universalism, including resolutions
and actions of immediate witness adopted by the General Assembly of the
Unitarian Universalist Association or the District assemblies of the Pacific
Central or the Pacific Southwest Districts.

Establish and maintain a communication network of California UU
congregations and other UUA-affiliated groups;

Provide information about pending state and federal legislation,
particularly that which is consistent with the priorities established by the
California Unitarian Universalist Legislative Ministry;

Establish and maintain communication with like-minded UUA-affiliated,
interfaith and other sympathetic organizations;
2. Guiding Intent. The Ministry is guided by the Unitarian Universalist Principles
and Purposes-- most especially those that:
 Uphold the worth and dignity of every human being

Protect religious freedom

Ensure the democratic process
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
Further justice, equity and compassion in human relations

And promote respect for the interdependent web of existence
The organization will make its values clear in all its programs.
3. Resources. The organization can solicit, receive, manage, invest, distribute
and dispose of any real and personal property for the foregoing purposes,
subject to the provisions of the law.
4. Denominational Affiliation. It is the intention of this organization to be
affiliated with the Unitarian Universalist Association. It is the intention of this
organization to work in concert with the UUA, and in particular the UUA’s
Washington DC Office and the Commission on Social Witness.
ARTICLE 3: BOARD OF TRUSTEES
1. General Powers. The property, affairs, and business of the Ministry shall be
managed and controlled by its Board of Trustees. The Board of Trustees may
by general resolution delegate to officers of the Ministry and to committees such
powers as provided for in these Bylaws.
2. Number. The number of Trustees shall be at least three and no more than nine.
3. Nominating Committee. A Nominating Committee will be elected in January to
provide Nominations for May elections.
4. Terms. Elections are to be held in May. Terms are for three years. Trustees
shall serve terms of three years or until their successors are qualified and
elected. Trustees may succeed themselves in office.
5. Resignation. Any Trustee may resign at any time by giving written notice to the
President. Such resignation shall take effect at the time specified therein, or, if
no time is specified, at the time of acceptance thereof as determined by the
President or Board of Trustees.
6. Removal. A Trustee may be removed from office prior to the expiration of the
term for which that Trustee has been elected by the vote of a majority of the
number of the Trustees established by these bylaws.
7. Vacancies. Vacancies among the Trustees, whether caused by resignation,
death, removal, or expiration of a term, may be filled by the remaining Trustees
for the unexpired portion of the term.
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Adopted 2/26/05, Amended 5/6/2006
1. Meetings.
(a) The Board of Trustees shall provide by resolution the time and place,
whether within or without CALIFORNIA, for the holding of the annual
meeting of the Board, and any other regular meetings of the Board.
(b) Special meetings of the Board of Trustees may be called by the
President, or by a majority of the voting Trustees then in office, who
may fix any place, whether within or without CALIFORNIA, as the
place for holding any special meeting.
8. Notice. Notice of any special meeting of the Board of Trustees shall be given at
least seven days previous thereto by written notice delivered personally or sent
by mail, facsimile transmission, or electronic mail to each Trustee at an address
as shown by the records of the Ministry. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board of Trustees
need be specified in the notice of such meeting, unless specifically required by
law or by these Bylaws.
9. Quorum. The presence in person of a majority of the Board of Trustees shall
constitute a quorum for the transaction of business at any meeting of the Board;
but if less than a majority of the Trustees are present in person at said meeting,
a majority of the Trustees present may adjourn the meeting from time to time
without further notice.
10. Manner of Acting. The act of a majority of the Trustees present at a meeting at
which a quorum is present shall be the act of the Board of Trustees, unless the
act of a greater number is required by law or by these Bylaws. Trustees may
attend a meeting by telephonic or similar equipment by means of which all
persons participating in the meeting can hear each other or may vote by mail
ballot.
11. Informal Action. Any action required by law to be taken at a meeting of
Trustees, or any action that may be taken at a meeting of Trustees, may be
taken without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the Trustees.
12. Compensation. Trustees shall not receive any stated salaries for their
services.
ARTICLE 4: OFFICERS
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1. Officers. The officers of the Ministry shall be a President, Secretary, Treasurer,
and such other officers as may be elected in accordance with other provisions
of this Article.
2. Selection. The officers of the Ministry shall be elected annually by the Board of
Trustees at the annual meeting of the Board. If the election of these officers
shall not be held at such meeting, such election shall be held as soon thereafter
as convenient. New offices may be created and filled at any meeting of the
Board of Trustees. Each officer shall hold office until his successor shall have
been duly elected and shall have qualified.
3. Removal. Any officer, elected or appointed by the Board of Trustees may be
removed by the Board whenever in its judgment the best interests of the
Ministry would be served thereby, but such removal shall be without prejudice to
the contract rights, if any, of the officer so removed.
4. Vacancy. A vacancy in any office because of death, resignation, removal,
disqualification, or otherwise, may be filled by the Board of Trustees for the
unexpired portion of the term.
5. President. The President shall be the principal executive officer of the Ministry
and shall exercise general supervision over the affairs of the Ministry, its
officers, and personnel, consistent with policies established by the Board of
Trustees. The President may sign any deeds, mortgages, bonds, contracts, or
other instruments, except in cases where the signing and execution thereof
shall be expressly delegated by the Board of Trustees or by these Bylaws or by
statute to some other officer or agent of the Ministry; and in general shall
perform all duties incident to the office of the President and such other duties as
may be prescribed by the Board of Trustees. The President may authorize and
approve expenditures and take such other steps he or she shall deem
necessary to advance the purposes of the Ministry, provided such steps do not
exceed the scope of authority granted him by the Board of Trustees.
7. Treasurer. The Treasurer shall have charge and custody of and be responsible
for all funds and securities of the corporation; receive and give receipts for
monies due and payable to the Ministry from any source whatsoever and
deposit all such monies in the name of the Ministry in such banks, trust
companies, or other depositories as shall be selected in accordance with the
provisions of Article IV of these Bylaws; and in general perform all the duties
incident to the office of Treasurer and such other duties as from time to time
may be assigned by the President or by the Board of Trustees. The Treasurer
shall be responsible for the administration and oversight of the Ministry's
financial records, initiation of an audit, compliance with statutory reporting
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Adopted 2/26/05, Amended 5/6/2006
requirements, tax returns, and tax payments. If required by the Board of
Trustees, the Treasurer shall give a bond for the faithful discharge of his or her
duties in such sum and with such surety or sureties as the Board of Trustees
shall determine.
8. Secretary. The Secretary shall keep the minutes of the meetings of the Board
of Trustees and shall oversee the keeping, preparation, and filing of all other
records required by law or by the policies of the Board; be custodian of the
corporate records; keep a register of the post office address of each Trustee
which shall be furnished to the Secretary by such Trustee; and in general
perform all duties incident to the office of Secretary and such other duties as
from time to time may be assigned by the President or by the Board of Trustees.
ARTICLE 5: COMMITTEES
1. Authority.
(a) The Board of Trustees, by resolution adopted by a majority of the Trustees
in office, may designate and appoint one or more committees of its
members, each of which shall consist of two or more persons, which
committees, to the extent provided in said resolution, shall have and
exercise the authority of the Board of Trustees in the management of the
Ministry; provided, however, that no such committee shall have the authority
of the Board of Trustees in reference to amending, altering or repealing the
Bylaws; authorizing the voluntary dissolution of the Ministry or revoking
proceedings therefore; adopting a plan for the distribution of the assets of
the Ministry; or amending, altering, or repealing any resolution of the Board
of Trustees which by its terms provides that it shall not be amended, altered,
or repealed by such committee. The designation and appointment of any
such committee and the delegation thereto of authority shall not operate to
relieve the Board of Trustees or any individual Trustee of any responsibility
imposed upon it or him by law.
(b) Other committees not having and exercising the authority of the Board of
Trustees in the management of the Ministry may be designated and
appointed by resolution adopted by a majority of the Trustees at a meeting
at which a quorum is present.
2. Term. Each committee shall establish its terms and meeting schedule.
3. Vacancies. Vacancies in the membership of any committee may be filled by
appointments made by the committee unless otherwise established in these
Bylaws.
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Adopted 2/26/05, Amended 5/6/2006
4. Manner of Acting. Unless otherwise provided in the resolution of the Board of
Trustees designating a committee, a majority of the whole committee shall
constitute a quorum and the act of a majority of the members present at a
meeting at which a quorum is present shall be the act of the committee. Each
committee may adopt rules for its own governance not inconsistent with these
Bylaws or with rules adopted by the Board of Trustees.
ARTICLE 6: CONTRACTS, CHECKS, DEPOSITS AND FUNDS
1. Contracts. The Board of Trustees may authorize any officer or officers, agent,
or agents of the Ministry in addition to the officers so authorized by these
Bylaws, to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the Ministry and such authority may be general or
confined to specific instances.
2. Checks. All checks, drafts, or orders for the payment of money, notes, or other
evidences of indebtedness issued in the name of the Ministry, shall be signed
by such officer or officers, agent, or agents of the Ministry and in such manner
as shall from time to time be determined by resolution of the Board of Trustees.
In the absence of such determination by the Board of Trustees, such
instruments shall be signed by the Treasurer or an Assistant Treasurer and
countersigned by the President or Vice President of the Ministry.
3. Deposits. All funds of the Ministry shall be deposited from time to time to the
credit of the Ministry in such banks, trust companies, or other depositories as
the Board of Trustees may select.
4. Funds. The Board of Trustees may accept on behalf of the Ministry any
contribution, gift, bequest, or devise for the general purposes or for any special
purpose of the Ministry.
ARTICLE 7: BOOKS AND RECORDS
The Ministry shall keep correct and complete books and records of account
and shall also keep minutes of the proceedings of its Board of Trustees and
committees having any of the authority of the Board of Trustees.
ARTICLE 8: INDEMNIFICATION
Any present or former Trustee, officer, or employee of the Ministry, or any
person who is serving or has served at its request as a Trustee or officer of
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Adopted 2/26/05, Amended 5/6/2006
another corporation, whether for profit or not for profit, or other such persons so
designated in the discretion of the Board of Trustees, or the legal representative
of such person, may be indemnified by the Ministry against all reasonable costs,
expenses, and counsel fees paid or incurred in connection with any action, suit,
or proceeding to which any such person or his legal representative may be
made a party by reason of his being or having been such a Trustee, officer, or
employee serving or having served the Ministry, except in relation to matters as
to which he shall be adjudged in the action, suit, or proceeding to be liable for
negligence or misconduct in the performance of duty. No indemnification shall
be approved by the Board of Trustees or paid by the Ministry except after
receiving an opinion from legal counsel regarding the propriety of doing so.
ARTICLE 9: PROCEDURE
The rules contained in the most recent edition of Robert's Rules of Order, or
other procedure established by the Board of Trustees, shall provide the rules of
procedure for the Ministry where they are not inconsistent with the provisions of
the Articles of Incorporation or these Bylaws.
ARTICLE 10: AMENDMENTS TO BYLAWS
These Bylaws may be altered, amended, or repealed, and new Bylaws may be
adopted, by a majority of the Trustees present at any regular meeting or at any
special meeting, if at least seven days' written notice is given of intention to
alter, amend, or repeal, or to adopt new Bylaws, at such meeting.
Dated: February 26, 2005
_________________________, Secretary
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